Kansas Statutes 17-7686. Admission of members
Terms Used In Kansas Statutes 17-7686
- Contribution: means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services, which a person contributes to a limited liability company in such person's capacity as a member. See Kansas Statutes 17-7663
- Limited liability company interest: means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions of the limited liability company's assets. See Kansas Statutes 17-7663
- Member: means a person who is admitted to a limited liability company as a member as provided in Kan. See Kansas Statutes 17-7663
- Operating agreement: means any agreement, whether referred to as an operating agreement, limited liability company agreement or otherwise, written, oral, or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business. See Kansas Statutes 17-7663
- Person: means a natural person, partnership, whether general or limited, limited liability company, trust, including a common law trust, business trust, statutory trust, voting trust or any other form of trust, estate, association, including any group, organization, co-tenancy, plan, board, council or committee, corporation, government, including a country, state, county or any other governmental subdivision, agency or instrumentality, custodian, nominee or any other individual or entity, or series thereof, in its own or any representative capacity, in each case, whether domestic or foreign. See Kansas Statutes 17-7663
(a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of:
(1) The formation of the limited liability company; or
(2) the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, when the person’s admission is reflected in the records of the limited liability company.
(b) After the formation of a limited liability company, a person is admitted as a member of the limited liability company:
(1) In the case of a person who is not an assignee of a limited liability company interest, including a person acquiring a limited liability company interest directly from the limited liability company and a person to be admitted as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company at the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, upon the consent of all members and when the person’s admission is reflected in the records of the limited liability company;
(2) in the case of an assignee of a limited liability company interest, as provided in subsection (a) of Kan. Stat. Ann. § 17-76,114, and amendments thereto, and at the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, when any such person’s permitted admission is reflected in the records of the limited liability company; or
(3) unless otherwise provided in an agreement of merger or consolidation, in the case of a person acquiring a limited liability company interest in a surviving or resulting limited liability company pursuant to a merger or consolidation approved in accordance with subsection (a) of Kan. Stat. Ann. § 17-7681, and amendments thereto, at the time provided in and upon compliance with the operating agreement of the surviving or resulting limited liability company; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger or consolidation in which such limited liability company is not the surviving or resulting limited liability company in the merger or consolidation, as provided in the operating agreement of such limited liability company.
(c) A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in an operating agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company. Unless otherwise provided in an operating agreement, a person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a limited liability company interest in the limited liability company.
(d) Unless otherwise provided in an operating agreement or another agreement, a member shall have no preemptive right to subscribe to any additional issue of limited liability company interests or another interest in a limited liability company.